Fb Bancorp Inc — 8-K exhibit

(a)

All equipment, inventory, fixtures, furnishings, furniture, computer equipment (excluding hard drives), supplies, parts, accessories, and other tangible personal property located at the Mortgage Division offices as shown in the attached Schedule 1.1(a)(1) (all such assets referred to as the “Mortgage Division Office”) that are owned by Fidelity, including but not limited to the fixed assets on Schedule 1.1(a)(2) (collectively, the “Owned Tangible Personal Property”), excluding the Retained IT Equipment as defined in Section 1.2(e);

(b)

All rights to and under leases, subleases and assignments (whether Fidelity is lessee, sublessee or assignee) listed on Schedule 1.1(b) (collectively, the “Tangible Personal Property Leases”) relating to equipment, furniture, computer and other personal property located at the Mortgage Division Office that are leased by Fidelity and used primarily in the operation of the Mortgage Division are listed in Schedule 1.1(b) (collectively, the “Leased Tangible Personal Property”);

(c)

All rights to and under the leases of the Mortgage Division Office(s) listed on Schedule 1.1(c) (the “Real Property Leases”) where any operations of the Mortgage Division are located and conducted;

(d)

All Intellectual Property owned by Fidelity and used primarily in the operation of the Mortgage Division listed on Schedule 1.1(d), including but not limited to website design and content, social media sites and content, and website domains subject to the requirement that First Federal remove all identification of Fidelity and its Trademarks (the “Mortgage Division Intellectual Property”);

(e)

All rights to and under licenses or other contracts listed on Schedule 1.1(e) (the “IP Licenses” and collectively with the Tangible Personal Property Leases and the Real Property Leases, the “Contracts”) held by Fidelity to use the Intellectual Property owned by third parties that are used primarily in the operation of the Mortgage Division and listed on Schedule 1.1(e) (the “Licensed Mortgage Division Intellectual Property”);

(f)

All leads, inquiries and applications for Mortgage Loans received or being processed in the ordinary course of business of the Mortgage Division, excluding the Locked Pipeline Applications (as defined in Section 10.1(cc)) and the Locked Pipeline Application Files (as defined in Section 10.1(bb)) (the “Pending Business”) outstanding as of the close of business on the Business Day immediately prior to the Closing Date (as defined in Section 1.8 below);

(g)

(i) Any Locked Pipeline Applications as of the close of business on the Business Day immediately prior to the Closing Date, if any, that do not close and become a Mortgage Loan within sixty (60) days following the Closing Date other than if the delay is caused by First Federal, together with all related Locked Pipeline Application Files; and (ii) the Unlocked Pipeline Loan Applications with all related Unlocked Pipeline Application Files.

(h)

All claims, deposits, prepayments, refunds, causes of action, choses in action, rights of recovery, rights of set‑off, counterclaims and rights of recoupment related to the Purchased Assets, including for past, present or future damages for the breach, infringement or misappropriation of any Purchased Assets;

(i)

The franchises, approvals, permits, licenses, orders, registrations, certificates, variances and similar rights, and any applications for the same used primarily in connection with the operation of the Mortgage Division and listed in Schedule 1.1(i), in each case to the extent assignable;

(j)

The security deposits listed on Schedule 1.1(j) (the “Lease Security Deposit”) for the Mortgage Division Office(s) listed on Schedule 1.1(c);

(k)

The phone, fax numbers, email addresses, and internet domains listed on Schedule 1.1(k) (the “Mortgage Division Phone and Fax Numbers”) that are primarily used in the operation of the Mortgage Division;

(l)

The prepaid expenses as of the Closing, including but not limited to rent and other fees or payments under Contracts made prior the Closing that benefit the operation of the Mortgage Division from and after the Closing, (the “Prepaid Expenses”) and Fidelity will provide First Federal a list of the Prepaid Expenses on the Business Day immediately prior to the Closing;

(m)

Except as otherwise provided in this Agreement, the books, records and other documents pertaining to (i) the Purchased Assets, including fixed asset records, books of account and records, ledgers, sales and advertising materials plans, drawings, specifications, creative materials, studies and reports, or (ii) Pending Business, including files and correspondence;

(n)

All databases related to Mortgage Loans originated by the Mortgage Division with the intent to resell such loans on the secondary market in both the Encompass and Surefire software systems; and

(a)

Closed but Not Yet Sold Mortgage Loans and Locked Pipeline Applications that are outstanding as of the close of business on the Business Day immediately prior to the Closing Date, which shall, to the extent reasonably practicable, be listed on Schedule 1.2(a), delivered by Fidelity at the Closing; provided that Schedule 1.2(a) shall be updated as soon as practicable following the Closing in the ordinary course of the Mortgage Division’s business operated by First Federal;

(b)

All Intellectual Property, including but not limited to Trademarks, tradenames, domain names, websites, and social media sites, that includes the words or depictions for Fidelity Bank;

(c)

All books, records and files for (i) any Mortgage Loans originated or closed by Fidelity prior to the Closing Date and all applications in connection with such loans, and (ii) all mortgage loan applications and the information related thereto that were rejected or denied by Fidelity prior to the Closing Date;

(d)

Any contract not specifically identified as being assumed by First Federal;

(e)

The information technology and data processing equipment identified on Schedule 1.2(e) (the “Retained IT Equipment”) that is located in the Mortgage Division Office(s) and will remain there as provided in Section 5.8(c); and

(f)

All databases and Fidelity customer information related to non-Mortgage Loan products and services.

(a)

Closing.  Subject to the terms and conditions of this Agreement, the closing of the sale and purchase of the Purchased Assets (the “Closing”) shall take place effective at 12:01 a.m., Eastern Time, on the later of (i) February 28, 2026, or (ii) second Business Day following the date on which all conditions precedent to the Parties’ obligations to close as set forth in Sections 6.1 and 6.2 hereof shall have been satisfied in full (or waived in writing by the applicable Party at its sole discretion), or at such other time or on such other date as mutually agreed upon by the Parties (the “Closing Date”).  All transactions which are to take place at the Closing shall be considered to have taken place simultaneously, and no delivery or payment shall be considered to have been made until all the transactions have been completed.  Title to, ownership of, control over and risk of loss of the Purchased Assets shall pass to First Federal effective as of 12:01 a.m. on the Closing Date unless provided otherwise in this Agreement.

(b)

Form of Payment.  All monetary amounts payable pursuant to this Agreement shall be paid by wire transfer, ACH transfer or delivery of other immediately available United States funds, as directed by the Party receiving payment.

(a)

Employment of Mortgage Division Personnel.  First Federal will offer employment to certain Fidelity Employees who are employed in the operation of the Mortgage Division by Fidelity and employ such personnel as provided in Section 5.3; provided however, First Federal has agreed it shall not solicit Fidelity employees not employed in the operations of the Mortgage Division in accordance with the terms set of the Restrictive Covenant Agreement entered into by and between the Parties in connection with this Agreement.

(b)

Processing and Closing Locked Pipeline Applications.  First Federal will process and close the Mortgage Loans from such Locked Pipeline Applications for the benefit of Fidelity as provided in Section 5.16.

(a)

Sale, lease, transfer or assignment by the Mortgage Division of any of its assets outside of the ordinary course of business consistent with past practice;

(b)

Agreement or arrangement entered into by the Mortgage Division or by Fidelity for the Mortgage Division either involving more than $25,000, or which is outside the ordinary course of business consistent with past practice;

(c)

Acceleration, termination, modification, cancellation or notice thereof by any Person (including Fidelity) of any agreement or other arrangement by the Mortgage Division or by Fidelity for the Mortgage Division involving more than $25,000 individually, other than in the ordinary course of business consistent with past practice;

(d)

Delay or postponement in the payment of accounts payable or other Liabilities of the Mortgage Division involving more than $25,000 individually;

(e)

Material damage, destruction or loss experienced by Fidelity with respect to the assets of the Mortgage Division, whether or not covered by insurance;

(f)

Increase by Fidelity of any bonuses, salaries or other compensation to any employee in the Mortgage Division other than customary increases consistent with past practice; or

(g)

Other occurrence, event, action, failure to act or transaction involving Fidelity or the Mortgage Division that is outside of the ordinary course of business consistent with past practice and that may have a Material Adverse Effect on the Mortgage Division or impact the transactions contemplated by this Agreement.

(a)

Set forth on Schedule 2.12 is a complete and accurate list of all Intellectual Property owned or used by Fidelity that is material to the operation of the Mortgage Division. Fidelity owns (free and clear of all Liens or licenses) or has the right to use pursuant to license, sublicense, agreement or permission, all Intellectual Property material to the operation of the Mortgage Division. Fidelity has taken all reasonable steps to maintain and protect each item of Intellectual Property owned by Fidelity that is material to the operation of the Mortgage Division. Fidelity has not interfered with, infringed upon, misappropriated, or otherwise conflicted with any Intellectual Property rights of any other Person that affect the Mortgage Division, and, since January 1, 2024, Fidelity has received no written or, to the Knowledge of Fidelity, other form of charge, complaint, claim, demand or notice alleging any such interference, infringement, misappropriation or violation. To Fidelity’s Knowledge, no other Person currently interferes with, infringes upon, misappropriates or otherwise conflicts with any Intellectual Property rights of Fidelity material to the operation of the Mortgage Division. Fidelity’s rights to the Intellectual Property material to the operation of the Mortgage Division are valid, subsisting and enforceable.  Fidelity has not granted any license or similar right to any Person with respect to any Intellectual Property material to the operation of the Mortgage Division that is owned by Fidelity.

(b)

Fidelity has entered into binding, written agreements with any current and former employees of Fidelity, as well as every current and former independent contractor, who participated in the creation or development of Intellectual Property for or on behalf of Fidelity that is used primarily in the Mortgage Division.  Such agreements provide for the assignment by the employee or independent contractor to Fidelity of any Intellectual Property relating to the business of Fidelity, including the Mortgage Division, arising out of the employee’s employment by or independent contractor’s engagement by or contract with Fidelity.  To Fidelity’s Knowledge, no such employee or independent contractor is currently in default or breach of any term of any such assignment or similar agreement with Fidelity.

(c)

All registered Trademarks and Trademark registration applications included in Fidelity’s Intellectual Property used by the Mortgage Division are currently in compliance with formal legal requirements (including payment of any and all fees due to any Authority), and require no filings or other actions to be taken with respect thereto within 90 days after the Closing Date. All of the Trademarks owned by Fidelity and used in the operation of the Mortgage Division are valid and enforceable. To the Knowledge of Fidelity, there is no Trademark or Trademark registration application of any third party that may interfere with Fidelity’s rights in and to any of the Trademarks or Trademark registration applications included in Fidelity’s Intellectual Property used in the operation of the Mortgage Division.  All products and materials prepared by Fidelity that contain Trademarks owned by Fidelity bear proper Trademark notices where permitted or required by Law.

(a)

Except as set forth on Schedule 2.14(a), Fidelity is, and since October 1, 2025 has been, in material compliance with all Laws relating to employment in the Mortgage Division,

(b)

Set forth on Schedule 2.14(b) is a complete and accurate list as of the date hereof of the following information for each Employee, including each Employee on leave of absence or layoff status: name, job title, date of hire (or if different, date of commencement of employment), current compensation paid or payable and any change in compensation during the last 12 months, accrued and unused personal time (i.e., vacation, sick, paid time off) and service credited for purposes of vesting or eligibility to participate under any Employee Benefit Plans.

(c)

No Employee is a party to, or is otherwise bound by, any employment contract, agreement or arrangement, including any confidentiality, noncompetition, or proprietary rights agreement, between such employee and Fidelity, or to Fidelity’s Knowledge between any such employee and any third party, that materially and adversely affects or shall materially affect (i) the performance of his or her duties as an Employee of the Mortgage Division, or (ii) the ability of the Mortgage Division to conduct business.  First Federal shall not incur any liability under any severance agreement, deferred compensation agreement, employment agreement, or similar agreement or plan of Fidelity solely as a result of the transactions contemplated by this Agreement.

(d)

No Employee is covered by a collective bargaining agreement.  To the Knowledge of Fidelity, there have been no efforts during the past three (3) years to unionize any Employees.

(e)

In relation to the Mortgage Division and to the Knowledge of Fidelity, no causes of action, claims, charges or administrative investigations for wrongful discharge, violation of employment contract or employment claims based upon any state or federal Law, statute, public policy, order or regulation are pending or threatened against Fidelity.

(f)

Fidelity agrees that First Federal shall not be bound to the terms of any existing employment, management, consulting, reimbursement, retirement, early retirement or similar agreement, whether active on the Closing Date or in discussion or negotiation, between Fidelity and any Employee.  To the Knowledge of Fidelity, no Employee is in any material respect in violation of any provision of any employment contract, non-disclosure agreement, non-competition agreement, non-solicitation agreement, or any restrictive covenant of any kind with any former employer with respect to his or her right to be employed or engaged by Fidelity because of the nature of the business conducted or proposed to be conducted by Fidelity or because of the use of trade secrets or proprietary information of others.  To the Knowledge of Fidelity when this Agreement is executed, no executive, officer or key Employee or group of Employees in the Mortgage Division has any plans to terminate employment with Fidelity.  Except as provided in Section 5.3 or any agreement entered into by First Federal, including the Employment Agreements, there will be no incidence of severance payments or any other termination benefits with respect to Employees for which First Federal will be responsible.

(a)

Set forth on Schedule 2.15 is a list of the following contracts and agreements, currently in effect, whether written or oral, to which Fidelity is a party and that are integral or material to the operation of the Mortgage Division (collectively, the “Material Contracts”):

(1)

Any agreement for the lease of tangible personal property to or from any Person providing for lease payments in excess of $5,000 individually;

(2)

Any agreement (other than this Agreement) for the purchase or sale of tangible personal property, or for the furnishing or receipt of services, the performance of which will (A) extend over a period of more than 1 year, (B) result in a loss to Fidelity, or (C) involve consideration in excess of $5,000 individually;

(3)

Any agreement concerning a partnership, joint venture or similar business arrangement with any Person;

(4)

Any agreement under which any Indebtedness has been created, incurred, assumed or guaranteed or any agreement pursuant to which any Lien has been granted or imposed on any Purchased Asset;

(5)

Any agreement pursuant to which Fidelity is bound by a duty or obligation of noncompetition, noninterference, nondisclosure or confidentiality with respect to the Mortgage Division other than as contemplated by this Agreement;

(6)

Any agreement for the employment of any Employee on a full‑time, part‑time, consulting or other basis that provides for severance benefits or payments of any kind upon termination of employment of any Employee other than payment of commissions earned to loan officers;

(7)

Any agreement (other than this Agreement) under which the consequence of a default or termination could have a Material Adverse Effect on the Mortgage Division;

(8)

Any agreement (other than this Agreement) entered into not in the ordinary course of business of the Mortgage Division consistent with past practice; or

(9)

Any agreement under which the Mortgage Division qualifies for preferential treatment or opportunity due to its ownership by Fidelity, including qualification as a small business concern or qualification under the 8(a) Mortgage Division Development Program, the Veteran-Owned Small Mortgage Division Program, the Women-Owned Small Mortgage Division Program, and the Historically Underutilized Mortgage Division Zone Program.

(b)

Fidelity has delivered to First Federal a correct and complete copy of each written Material Contract, as amended to date, and a written summary setting forth the terms and conditions of each oral Material Contract. With respect to each Material Contract: (i) the Material Contract is legal, valid, binding and enforceable upon Fidelity and in full force and effect as to Fidelity; and (ii) neither Fidelity nor, the Knowledge of Fidelity, any other party is in breach or default, and no event has occurred which with notice or lapse of time would constitute a breach or default, or permit termination, modification or acceleration, under the Contract.

(a)

With respect to each Employee Benefit Plan providing benefits to any officer, Employee or former Employee or any of their dependents, survivors or beneficiaries to which Fidelity is a party, which is sponsored, maintained or contributed to by Fidelity or with respect to which Fidelity has Liability under ERISA or the Code (individually, a “Fidelity Employee Benefit Plan,” and collectively, “Fidelity Employee Benefit Plans”), each such Fidelity Employee Benefit Plan which is intended to qualify under Code Sections 401(a) or 501(a) has received a favorable determination letter or, if applicable, is relying on a favorable opinion letter received by the

(b)

There are no Liens or other claims which affect or could affect the Purchased Assets of any nature, whether at Law or in equity, asserted or unasserted, perfected or unperfected, arising out of the operation or sponsorship by Fidelity of any Fidelity Employee Benefit Plan, whether or not subject to ERISA.  There are no liabilities, breaches, violations or defaults under any Fidelity Employee Benefit Plan or any other arrangement, plan, or program or contract sponsored, maintained or contributed to by Fidelity that would subject the Purchased Assets, First Federal, First Federal’s Employee Benefit Plans, or any fiduciaries of First Federal’s Employee Benefit Plans to any Tax, penalties or other liabilities.  Fidelity shall retain all liabilities and assume all obligations with regard to all Fidelity Employee Benefit Plans, deferred compensation plans, early retirement plans, bonus or incentive programs, severance pay plans or programs, or any similar plans, programs or obligations sponsored by Fidelity.

(c)

No event has occurred and, there exists no condition or set of circumstances, in connection with which First Federal could reasonably be expected to have any Liability with respect to the Fidelity Employee Benefit Plans.

(a)

Fidelity has: (i) timely filed all tax returns that Fidelity is required to file (“Tax Returns”) with respect to the Mortgage Division or the Purchased Assets and such Tax Returns are true, correct and complete in all material respects; (ii) withheld or paid all Taxes that are shown to be due on such Tax Returns, and withheld or paid all other material Taxes due and owing with respect to the Mortgage Division or the Purchased Assets; and (iii) collected all Taxes that Fidelity was required to collect with respect to the Mortgage Division or the Purchased Assets, and to the extent required, paid such Taxes to the proper Authority.

(b)

Except as set forth in Schedule 2.17(b), no written or, to the Knowledge of Fidelity, verbal claim is pending or has ever been made since January 1, 2025 by an Authority in a jurisdiction where Fidelity does not file Tax Returns that Fidelity is or may be subject to taxation in that jurisdiction with respect to the Mortgage Division or the Purchased Assets. No Tax Return filed by Fidelity is currently being audited by an Authority with respect to the Mortgage Division or the Purchased Assets and there are no pending or threatened, actions, suits, proceedings, disputes, investigations, audits, charges, claims or demands of any kind relating to Taxes or the Tax Returns of Fidelity with respect to the Mortgage Division or any of the Purchased Assets.

(c)

Fidelity is not a “foreign person” as that term is used in Treasury Regulations Section 1.1445-2.

(a)

All Unlocked Pipeline Applications (i) have resulted from bona fide business transactions in the ordinary course of the Mortgage Division’s operations, (ii) were made in accordance with industry standard practices and procedures and all state and federal Laws and regulations applicable thereto (including consumer protection and fair lending Laws and regulations) in all material respects, and (iii) are the work product of the Mortgage Division.

(b)

All records of the Mortgage Division regarding the Unlocked Pipeline Applications were compiled in accordance with the customary practices and procedures of the Mortgage Division and are, to the Knowledge of Fidelity, accurate in all material respects.

(a)

Offers of Employment and Hiring of Employees. In accordance with its normal payroll practices following the Closing, Fidelity shall pay any and all obligations to any Employees with respect to any periods prior to the Closing including any obligations arising out of, or provided by, Fidelity’s Employee Benefit Plans.  No later than twenty-one (21) days before the Closing Date (but not before the internal announcement of the transaction to the Employees), First Federal shall offer employment in writing, effective as of the Closing, to each Employee identified on Schedule 5.3(a) (each, an “Offered Employee”), which offers of employment shall: (i) state the terms and conditions of such Employee’s position with First Federal, which position shall be comparable in all material respects to the position held by such Employee currently in the Mortgage Division; and (ii) state an annual base salary and incentive compensation opportunity, which salary and incentive compensation shall be at least comparable in all material respects to such Employee’s current salary and incentive compensation with the Mortgage Division.  First Federal shall make offers of employment in a lawful manner and shall be solely liable for any claims by Employees or any other claims to the extent arising out of First Federal’s offer and hiring process undertaken pursuant to this Section 5.3 and decisions relating thereto.  Each such Offered Employee who accepts First Federal’s offer of employment shall become an employee of First Federal as of the Closing Date and shall be referred to herein as a “Transferred Employee.”

(b)

Inactive Employees.  With respect to each Offered Employee who is not actively at work on the Closing Date as a result of an approved leave of absence, such Offered Employee shall become a Transferred Employee as of the date on which such Offered Employee commences active employment with First Federal, which must occur within three months following the Closing Date.  If such Offered Employee does not commence active employment with First Federal within three months following the Closing Date, First Federal shall have no further obligation to employ such Offered Employee.

(c)

First Federal Employee Benefit Plans.  For purposes of determining after the Closing Date the extent to which any Transferred Employee is eligible for or vested in any of First Federal’s employee benefit plans, programs or arrangements covering the Transferred Employee or for which the Transferred Employee is eligible (collectively, the “First Federal Employee Benefit Plans”), First Federal shall, to the extent allowed by the First Federal Employee Benefit Plans (provided that, to the extent permitted by applicable Law, First Federal shall amend any First Federal Employee Benefits Plan as may be necessary or appropriate to comply with the provision of this Section 5.3(c)): (i) waive all exclusions with respect to participation and coverage for purposes of any First Federal Employee Benefit Plan to the extent that such waiting period requirements were satisfied or did not apply to such employees under the corresponding Fidelity Employee Benefit Plan immediately prior to the Closing; and (ii) credit each Transferred Employee for and with the years of service with Fidelity (A) for purposes vesting and accruals under First Federal’s vacation, sick, paid time off and severance policies, (B) for purposes of any other benefit accruals under or eligibility to participate in any First Federal Employee Benefit Plan providing for retirement benefits, and (C) for purposes of satisfying any waiting periods, evidence of insurability requirements or the application of any pre-existing condition limitations as recognized by Fidelity as of the Closing Date (provided, however, that if a Transferred Employee elects life insurance in excess of the guaranteed issue amount under a First Federal Employee Benefit Plan, evidence of insurability is required by the carrier, and First Federal will enroll employees in their health programs as soon as practicable, following the Closing Date, but in no event later than the first day of the month following the Closing Date that is at least 30 days after the Closing Date. By way of example only, if the Closing Date is February 28, 2026, Transferred Employees would enter the First Federal Employee Benefit Plan no later than April 1, 2026.

(d)

Vacation and Leave.  Fidelity shall pay to the Transferred Employees all accrued and unused vacation of the Transferred Employees through the date immediately preceding the Closing Date.  First Federal and its Affiliates shall permit the Transferred Employees to take vacations after the Closing that were scheduled before the Closing; provided, that all or a portion of any such scheduled vacation may be on an unpaid basis if and to the extent a Transferred Employee has not accrued sufficient vacation benefits time for service with First Federal under First Federal’s vacation policy.  After the Closing Date, the Transferred Employees shall accrue vacation, sick leave and any other paid time off under the terms of First Federal’s vacation, sick pay and any other paid time off plans and policies and consistent with the requirements of clause (ii)(A) in Section 5.3(c) above.

(e)

Defined Contribution Plans.  To the extent allowed by Law and the First Federal Defined Contribution Plan, effective as of the Closing, First Federal shall allow entry into each First Federal Employee Benefit Plan that is a defined contribution plan (the “First Federal Defined Contribution Plan”) after each Transferred Employee completes the required 6-month introductory waiting period under the First Federal Defined Contribution Plan, provided that First Federal shall give each Transferred Employee credit for all service with Fidelity for purposes of eligibility and vesting and satisfaction of the required introductory period under the First Federal Defined Contribution Plan.  To the extent allowed by Law and the First Federal Defined Contribution Plan (provided that, to the extent permitted by applicable Law, First Federal shall amend any First Federal Employee Benefits Plan as may be necessary or appropriate to comply with the provision of this Section 5.3(e)), First Federal shall allow the Transferred Employees to make eligible rollover contributions, including loans, to the First Federal Defined Contribution Plan of their account balances under the corresponding Fidelity Employee Benefit Plans that are defined contribution savings plans as soon as practicable following the Closing and completion of the required introductory period..

(f)

Severance Post-Closing.  To the extent that any Transferred Employee who is not otherwise a party to an employment, change in control or severance agreement, or other separation agreement with First Federal that provides a benefit on termination of employment and whose employment is terminated by First Federal (other than for “Cause” as defined in Section 10.1(g)) within twelve (12) months following the Closing Date, First Federal will pay such employee a severance payment (“Severance Payment”) equal to two (1) weeks compensation at such Transferred Employee’s then-current base rate of compensation, multiplied by the number of whole combined years of service by such employee with Fidelity as of the Closing Date (with a minimum of two (2) weeks of base salary and subject to a maximum of up to eight (8) weeks of base salary).  Payment of the Severance Payment is subject to the Transferred Employee’s execution, return and non-revocation of a release of claims against First Federal in a form reasonably provided by First Federal.

(g)

No Third-Party Beneficiaries.  Nothing in this Article 5, whether express or implied, shall be treated as an amendment of any benefit plan, including any Fidelity Employee Benefit Plan or any First Federal Employee Benefit Plan.

(h)

WARN Act.  First Federal agrees to offer employment to certain Employees in the Mortgage Division.  Accordingly, Fidelity shall not issue any notices under the WARN Act or any similar state or local Law. First Federal and its Affiliates agree to assume full responsibility for compliance with any “plant closing” or “mass layoff” as defined in the WARN Act, including WARN Act notices and similar notices, or compensation in lieu of notice, as required under other applicable state Laws, if any, that may be required as a result of any employment losses caused by reason of any events (other than events caused by Fidelity that are not contemplated by this

(a)

Fidelity shall prepare or cause to be prepared, and file or cause to be filed, (A) all Tax Returns required to be filed by or on behalf of Fidelity and (B) to the extent not described in (A), all Tax Returns (if any) relating to the Mortgage Division or the Purchased Assets for all taxable periods that end on or prior to the Closing Date, including any such Tax Returns that may be due after the Closing Date, and, in each case, Fidelity shall be liable for all Taxes with respect to such Tax Returns.

(b)

First Federal shall prepare or cause to be prepared, and file or cause to be filed, all Tax Returns (if any) relating to the Mortgage Division or the Purchased Assets for all taxable periods that include but do not end on the Closing Date (a “Straddle Period”) (other than any Tax Returns required to be filed by Fidelity) and Fidelity shall be liable for all Taxes owing with respect thereto that are attributable to the portion of such taxable period ending on and including the Closing Date (as determined pursuant to Section 5.4(c) below).  First Federal shall provide Fidelity with drafts of any such Tax Returns at least fifteen (15) days prior to the due date for filing such Tax Returns and consider in good faith any comments provided by Fidelity with respect to such Tax Returns.

(c)

For purposes of Section 5.4(b), the amount of Taxes owing with respect to the Straddle Period that are attributable to the period that ends on and includes the Closing Date shall (A) in the case of property (real, personal or intangible) Taxes and ad valorem Taxes relating to the Mortgage Division or the Purchased Assets, equal the amount of such Taxes for the entire Straddle Period multiplied by a fraction, the numerator of which is the number of days during the Straddle Period that are in the portion ending on the Closing Date and the denominator of which is the number of days in the Straddle Period, and (B) for all other Taxes relating to the Mortgage Division or the Purchased Assets, be computed as if such taxable period ended as of the close of business on the Closing Date, provided, that exemptions, allowances or deductions that are calculated on an annual basis (including depreciation and amortization deductions) shall be allocated between the period ending on the Closing Date and the period after the Closing Date in proportion to the number of days in each period by an interim closing of the books at the end of the Closing Date.

(d)

First Federal shall prepare or cause to be prepared, and file or cause to be filed, all Tax Returns required to be filed by or relating to the Mortgage Division or the Purchased Assets for all taxable periods that beginning on or after the Closing Date (the “Post-Closing Periods”), and, in each case, First Federal shall be liable for all Taxes with respect to such Tax Returns.

(e)

To the extent relevant to the Mortgage Division or the Purchased Assets, each Party shall provide the other with such assistance as may reasonably be required in connection with the preparation of any Tax Return and the conduct of any audit or other examination by any taxing authority or in connection with judicial or administrative proceedings relating to any liability for Taxes.

(f)

With respect to any audit, examination or administrative or judicial proceeding with respect to Taxes relating to the Mortgage Division or the Purchased Assets for which Fidelity may have liability or indemnification obligations hereunder (a “Tax Claim”):

(1)

Fidelity shall be entitled to control any Tax Claim relating to the Tax Returns described in Section 5.4(a); provided, that (x) Fidelity shall keep First Federal reasonably informed regarding the progress and substantive aspects of the Tax Claim to the extent it relates to the Mortgage Division or the Purchased Assets and (y) if the compromise or settlement of a Tax Claim could reasonably be expected to have an adverse effect on the Tax liability of First Federal for any taxable period ending after the Closing Date, Fidelity shall not compromise or settle any such Tax Claim without obtaining First Federal’s prior written consent, which consent shall not be unreasonably withheld, conditioned or delayed.

(2)

First Federal shall be entitled to control any Tax Claim for any Straddle Period or any Post-Closing Period relating to the Mortgage Division or the Purchased Assets (except to the extent such Tax Claim relates to a Tax Returns required to be filed by Fidelity); provided, that (x) First Federal shall keep Fidelity reasonably informed regarding the progress and substantive aspects of such Tax Claim and (y) if the compromise or settlement of a Tax Claim could reasonably be expected to have an adverse effect on the Tax liability of Fidelity for any taxable period ending on or prior to the Closing Date, First Federal shall not compromise or settle any such Tax Claim without obtaining Fidelity’s prior written consent, which consent shall not be unreasonably withheld, conditioned or delayed.

(3)

Notwithstanding anything to the contrary in this Agreement, this Section 5.4(d) shall control with respect to any Tax Claim.

(4)

Fidelity shall be entitled to any refunds or credits of or against Taxes with respect to the Mortgage Division or the Purchased Assets attributable to any taxable period ending on or prior to the Closing Date, and its portion of any such refunds or credits of or against Taxes attributable to the Straddle Period as determined pursuant to Section 5.4(c).

(g)

All Taxes, filing fees, recording fees and other similar expenses with respect to the sale and purchase of the Purchased Assets pursuant to this Agreement shall be paid one-half by First Federal and one-half by Fidelity. Fidelity shall timely file all Tax returns relating to such Taxes, timely remit to the appropriate Authority any such Taxes and provide to First Federal proof of payment of such Taxes.  The Parties agree to use their commercially reasonable efforts to obtain any certificate or other document from any Authority or any other Person as may be necessary to mitigate, reduce or eliminate any Tax that could be imposed in connection with the transactions contemplated by this Agreement.

(a)

A bill of sale and assignment in the form mutually acceptable to counsel for the Parties (the “Bill of Sale”);

(b)

An Assignment and Assumption of Contracts to First Federal in the form mutually acceptable to counsel for the Parties (the “Assignment and Assumption of Contracts”);

(c)

An Assignment and Assumption of Leases to First Federal in the form mutually acceptable to counsel for the Parties (the “Assignment and Assumption of Leases”); and

(d)

Such further documents or instruments of assignment, conveyance, transfer or confirmation as may be necessary in order to effectively convey and transfer the Purchased Assets to First Federal.

(a)

Fidelity Domain Name.  In the event the “Nola Lending” website domain and email is not transferred to First Federal immediately following Closing, Fidelity agrees to route inbound emails intended for the Mortgage Division to First Federal and to facilitate the transition of web properties and related items used by the Mortgage Division to First Federal pursuant to the terms and conditions set forth in the Transition Services Agreement and Schedule 5.8(a) attached hereto.

(b)

Mortgage Division Phone and Fax Numbers.  In the event the Mortgage Division Phone and Fax Numbers are not ported to First Federal immediately following the Closing, Fidelity agrees to afford First Federal continued use the Mortgage Division Phone and Fax Numbers pursuant to the terms and conditions set forth in the Transition Services Agreement and Schedule 5.8(b) attached hereto.

(c)

Closed but Not Yet Sold Loans and Locked Pipeline Loans as of the Closing.  After the Closing, First Federal to agrees provide the services for Fidelity to (i) process the sale of the Closed but Not Yet Sold Mortgage Loans to Fidelity’s Investors as Fidelity directs, and (ii) to complete the Mortgage Loans for all Locked Pipeline Applications and to process the sale of the Mortgage Loans originated from the Locked Pipeline Applications to Fidelity’s Investors as Fidelity directs pursuant to the terms and conditions set forth the Transition Services Agreement and Schedule 5.8(c) attached hereto.

(d)

Existing Rate Buy-Down Arrangements as of the Closing. First Federal acknowledges that, prior to the Closing, Fidelity has permitted certain construction loan borrowers to prepay certain amounts intended to be applied as an interest rate buy-down in connection with a subsequent refinance or modification of such construction loans into permanent Mortgage Loans (each, an “Existing Buy-Down Arrangement”). From and after the Closing, with respect to the customers with Existing Buy-Down Arrangements listed on the attached Schedule 5.8(d) (as

(a)

Emails.  Prior to the Closing and in anticipation of the servicing arrangements contemplated by Section 5.8(e) and the servicing the needs of active customer files by the mortgage Division after the Closing, Fidelity will begin syncing with First Federal no sooner than thirty (30) days prior to the scheduled Closing all emails for Transferred Employees from January 1, 2025 forward and the contacts, calendar items, notes, and tasks for Transferred Employees except for certain non-production management employees who may have (i) any information that does not directly relate to the Mortgage Division, (ii) confidential information of Fidelity, (iii) any attorney-client privileged communications, or (iv) any consumer information, and Fidelity will remove such excluded data and information from their emails.  First Federal will not use such synchronized items until after the Closing.  In event First Federal identifies (i) any information that does not directly relate to the Mortgage Division, (ii) any confidential information of Fidelity, (iii) any attorney-client privileged communications, or (iv) any consumer information for any Person who is not then a customer seeking services from First Federal, then First Federal shall permanently remove such information from records.

(b)

File Folders.  Prior to the Closing, each of the Transferred Employees may create a file folder (the “File Folder”) on the Fidelity file server and transfer to the File Folder such data or information as reasonably needed to continue to perform such Transferred Employee’s duties after the Closing; provided that such folders shall not include (i) any information that does not directly relate to the Mortgage Division, (ii) confidential information of Fidelity, (iii) any attorney-client privileged communications, or (iv) any consumer information.  Fidelity shall have the right to inspect each File Folder and to remove any information that is not permitted to be included in the File Folder.  Prior to and upon the Closing, each Transferred Employee’s File Folder, as well as mortgage shared file folders (subject to removal of any prohibited items) will be transmitted to the Transferred Employee’s First Federal File Folder.

(c)

SharePoint or other data base Site.  At the Closing, the content on the site exclusively used by the Mortgage Division for internal communications, including current and prior customer names, contact information and loan information will be transferred to First Federal.

(d)

Pre-Closing IT Transition Matters.  Prior to the Closing, Fidelity will respond timely to First Federal reasonable requests for additional information or clarifications related to the IT transition with an SLA of one (1) Business Day.  Fidelity will cause its Mortgage Division employees to work with its mortgage related software vendors to add First Federal IP Addresses for whitelisting access to vendor systems for First Federal testing prior to the Closing.  Prior to the Closing, Fidelity will allow reasonable access to First Federal IT staff and its contactors to the Mortgage Division’s offices as reasonably necessary to install the First Federal’s network, test First Federal hardware and train the Transferred Employees; provided that such training does not unreasonably interfere with the performance of their duties for Fidelity prior to the Closing.

(e)

Mortgage Division Phone and Fax Numbers.  Between the date hereof and the Closing Date, Fidelity and First Federal will work with the telecommunications vendor for Fidelity

(a)

All representations and warranties by Fidelity contained in this Agreement and any agreement or certificate delivered pursuant to this Agreement shall be true and correct on and as of the Closing Date in all material respects (other than those representations and warranties which were qualified by terms such as “material” or “materially”, which representations and warranties so qualified shall be true and correct on and as of the Closing Date as stated therein).

(b)

Fidelity shall have performed or complied with all covenants, agreements and obligations set forth in this Agreement in all material respects that are required by this Agreement to be performed, complied with or satisfied at or prior to the Closing (other than those covenants, agreements and obligations which were qualified by terms such as “material” or “materially”, which covenants, obligations and agreements so qualified shall have been performed, complied or satisfied as stated therein at or prior to the Closing).

(c)

No action, suit, proceeding, audit, hearing, investigation, claim or demand is pending or threatened where an unfavorable injunction, judgment, order, decree, ruling or charge would (i) prevent the consummation of any of the transactions contemplated by this Agreement, (ii) cause any of the transactions contemplated by this Agreement to be rescinded following consummation or (iii) adversely affect the right of First Federal to own the Purchased Assets or operate the Mortgage Division (and no such injunction, judgment, order, decree, ruling or charge shall be in effect).

(d)

First Federal shall have received an officer’s certificate or certificates from Fidelity, dated as of the Closing Date, certifying that the conditions specified in Sections 6.1(a)‑(c) have been satisfied.

(e)

Fidelity shall have executed and delivered to First Federal the Bill of Sale, Assignment and Assumption of Contracts, Assignment and Assumption of Leases, and such further documents or instruments of assignment, conveyance, transfer or confirmation as may be reasonably necessary in order to effectively convey and transfer the Purchased Assets to First Federal.

(f)

Fidelity shall have delivered to First Federal all of the Requisite Consents.

(g)

First Federal shall have received the Employment Agreements and the Restrictive Covenants Agreement.

(h)

All financial obligations due at the Closing by Fidelity to the Persons set forth on Schedule 6.1(h) as a result of the sale of the Mortgage Division to First Federal pursuant to this Agreement under existing compensation and/or employment arrangements shall have been performed by Fidelity.

(i)

No Material Adverse Effect with respect to the Mortgage Division shall have occurred since October 1, 2025.

(j)

Fidelity shall have delivered to First Federal a Secretary’s certificate in the form mutually acceptable to counsel for the Parties.

(a)

All representations and warranties by First Federal contained in this Agreement and any agreement or certificate delivered pursuant to this Agreement shall be true and correct on and as of the Closing Date in all material respects (other than those representations and warranties which were qualified by terms such as “material” or “materially”, which representations and warranties so qualified shall be true and correct on and as of the Closing Date as stated therein).

(b)

First Federal shall have performed or complied with all covenants, agreements and obligations set forth in this Agreement in all material respects that are required by this Agreement to be performed, complied with or satisfied at or prior to the Closing (other than those covenants, agreements and obligations which were qualified by terms such as “material” or “materially”, which covenants, obligations and agreements so qualified shall have been performed, complied or satisfied as stated therein at or prior to the Closing).

(c)

No action, suit, proceeding, audit, hearing, investigation, claim or demand shall be pending or threatened where an unfavorable injunction, judgment, order, decree, ruling or charge would (i) prevent the consummation of any of the transactions contemplated by this Agreement or (ii) cause any of the transactions contemplated by this Agreement to be rescinded following consummation (and no such injunction, judgment, order, decree, ruling or charge shall be in effect).

(d)

Fidelity shall have received a certificate from First Federal, dated as of the Closing Date, certifying that the conditions specified in Sections 6.2(a)‑(c) have been satisfied.

(e)

First Federal shall have paid the Purchase Price due on the Closing Date to Fidelity pursuant to Section 1.7.

(f)

First Federal shall have executed and delivered to Fidelity the Assignment and Assumption of Contracts and Assignment and Assumption of Leases.

(g)

First Federal shall have delivered to Fidelity the consents disclosed on Schedule 3.2.

(h)

First Federal shall have executed and delivered Employment Agreements and the Restrictive Covenant Agreement.

(i)

First Federal shall have delivered to Fidelity a Secretary’s certificate in the form mutually acceptable to counsel for the Parties.

(j)

Fidelity shall have received the Requisite Consents.

(k)

There shall not have occurred any Material Adverse Effect with respect to First Federal.

(a)

Subject to the limitations set forth in Section 7.3, Fidelity shall indemnify and defend First Federal and hold First Federal harmless from and against all Adverse Consequences arising out of, resulting from, relating to, or caused by:

(1)

Any breach of any representation or warranty made by Fidelity in this Agreement or any agreement or certificate delivered at Closing pursuant to this Agreement;

(2)

Any breach of any covenant, agreement or obligation of Fidelity in this Agreement, or any agreement delivered pursuant to this Agreement;

(3)

The operation of the Mortgage Division prior to the Closing Date;

(4)

Any failure by Fidelity or any originator, servicer or subservicer to originate, pool, sell or service any Mortgage Loans prior to the Closing in compliance with all Applicable Requirements; or

(5)

The Retained Liabilities.

(b)

Subject to the limitations set forth in Section 7.3, First Federal shall indemnify and defend Fidelity and hold Fidelity harmless from and against all Adverse Consequences arising out of, resulting from, relating to, or caused by:

(1)

Any breach of any representation or warranty made by First Federal in this Agreement or any agreement or certificate delivered at Closing pursuant to this Agreement;

(2)

Any breach of any covenant, agreement or obligation of First Federal in this Agreement or any agreement delivered pursuant to this Agreement;

(3)

The operation of the Mortgage Division after the Closing Date; or

(4)

The Assumed Liabilities.

(a)

The representations and warranties of Fidelity and First Federal contained in this Agreement shall survive the Closing (even if the Party seeking indemnity knew or had reason to know a breach of a representation or warranty at the time of Closing) for one (1) years; provided, however, that (i) any breach of any covenant or agreement contained in this Agreement by a Party, (ii) the representations and warranties of Fidelity contained in Sections 2.1 (Organization and Qualification), 2.2 (Authority and Enforceability), 2.3 (Noncontravention), 2.4 (Title to Assets), 2.17 (Taxes) and 2.20 (Brokers) of this Agreement (each a “Fidelity Fundamental Rep”), (iii) the breach of representations and warranties of First Federal contained in Sections 3.1 (Organization and Qualification), 3.2 (Authority and Enforceability), 3.3 (Noncontravention) of this Agreement (each a “First Federal Fundamental Rep”), shall survive forever specified subject to any applicable statute of limitations.

(b)

A Party seeking indemnification pursuant to this Article 7 (an “Indemnified Party”) shall give notice (the “Indemnification Notice”) to the Party from whom such indemnification is sought (the “Indemnifying Party”) of any claim for which it is seeking indemnity under this Article 7 (a “Claim”), but failure to give such Indemnification Notice shall not relieve the Indemnifying Party of any Liability hereunder (except to the extent that the Indemnifying Party has suffered actual prejudice thereby). The Indemnification Notice shall contain a description of the facts alleged to constitute the basis for the Claim, the relevant sections of this Agreement that give rise to the Claim, the amount of actual and reasonably anticipated Adverse Consequences sought thereunder (to the extent known by the Indemnifying Party) and any other material details

(c)

An Indemnifying Party will have the right to defend the Indemnified Party against a Third-Party Claim with counsel of its choice reasonably satisfactory to the Indemnified Party so long as (i) the Indemnifying Party notifies the Indemnified Party, in writing, within thirty (30) days after the Indemnified Party has given notice of the Third-Party Claim, that the Indemnifying Party will defend the Indemnified Party against the Third-Party Claim and (ii) the Third-Party Claim involves monetary damages for which the Indemnifying Party has an obligation to indemnify the Indemnified Party hereunder.

(d)

So long as the Indemnifying Party is conducting the defense of a Third-Party Claim in accordance with Section 7.2(c), (i) the Indemnified Party may retain separate co-counsel at its sole cost and expense and participate in the defense of the Third-Party Claim, (ii) the Indemnified Party will not consent to the entry of any judgment or enter into any settlement with respect to the Third-Party Claim without the prior written consent of the Indemnifying Party (not to be withheld or delayed unreasonably) and (iii) the Indemnifying Party will not consent to the entry of any judgment or enter into any settlement with respect to the Third-Party Claim without the prior written consent of the Indemnified Party (not to be withheld or delayed unreasonably).

(e)

In the event the Indemnifying Party does not assume the defense of the Claim pursuant to Section 7.2(c)(i) and the Indemnified Party is entitled to indemnification against the Claim pursuant to Section 7.1, (i) the Indemnified Party may defend against, and consent to the entry of any judgment or enter into any settlement with respect to the Claim (and the Indemnified Party need not consult with, or obtain any consent from, the Indemnifying Party), (ii) the Indemnifying Party will reimburse the Indemnified Party promptly and periodically for the costs of defending against the Claim (including reasonable attorneys’ fees and expenses) and (iii) the Indemnifying Party will remain responsible for any Adverse Consequences the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the Claim.

(f)

For purposes of this Article 7, including the determination of Claims by First Federal, any and all references to a “Material Adverse Effect” or “material” limitations or limitations as to “Knowledge,” shall be considered in the determining whether an Indemnified Party has a Claim but shall be disregarded for purposes of determining the amount of such Claim.

(g)

In the event that an Indemnified Party suffers Adverse Consequences that may give rise to an indemnification obligation hereunder, the Indemnified Party shall take, and cause its Affiliates to take, commercially reasonable measures to mitigate the consequences of such Adverse Consequences.

(h)

Notwithstanding anything to the contrary herein, in no event shall any Indemnifying Party have any liability under this Agreement or otherwise in connection with the transactions contemplated hereby or thereby for any punitive damages unless such damages are awarded against the Indemnified Party in connection with a Third-Party Claim.

(a)

Except as expressly set forth in Section 7.3(b), with respect to any Claims made by First Federal for Adverse Consequences that are the responsibility of Fidelity under Section 7.1(a)(1):

(1)

Fidelity will have no liability to First Federal unless and until all such Adverse Consequences, in the aggregate, collectively exceed $20,000.00 (the “Indemnity Basket”), following which Fidelity shall for all of the amount such Adverse Consequences; and

(2)

The maximum aggregate liability of Fidelity to First Federal for all such Adverse Consequences shall be limited to an amount equal to the Purchase Price.

(b)

Notwithstanding Section 7.3(a), with respect to any Claims made by First Federal for Adverse Consequences that are the responsibility of Fidelity under Section 7.1 arising from the breach of a Fidelity Fundamental Rep, such Claims shall not be subject to the Indemnity Basket.

(c)

Notwithstanding anything to the contrary, the indemnification provisions provided in this Article 7 shall be the exclusive remedy for any and all liability and damages to either Party and their respective Affiliates, officers, directors, employees, agents, successors and assigns for any breach of any representation, warranty, or covenant contained in this Agreement, except for fraud.  Notwithstanding the preceding, any damages arising under the Employment Agreements or Non-Competition Agreements are not limited by this Article 7.

(a)

By mutual written agreement of First Federal and Fidelity;

(b)

By First Federal or Fidelity if the Closing shall not have occurred by reason of the failure of any condition precedent to such Party’s obligation to proceed with the transactions under Article 6 within seventy-five (75) days after the date of this Agreement and such terminating Party does not desire to waive such conditions (unless the failure results from the terminating Party itself breaching any representation, warranty, or covenant contained in this Agreement); provided that the other party may elect to extend such period to ninety (90) days after the date of this Agreement;

(c)

By First Federal or Fidelity if the Closing Date under this Agreement shall not have occurred for any reason by the date ninety (90) days after the date of this Agreement (“Termination Date”), provided, however, that the right to terminate this Agreement under this Section 8.1(c) shall not be available to any Party whose breach of any provision of this Agreement has resulted in the failure of the Closing Date to occur on or prior to the Termination Date; provided, further, that if the Closing shall not have occurred by the Termination Date solely due to the failure of either Party to obtain any of the Requisite Consents then the Termination Date shall be extended automatically for a period of thirty (30) days;

(d)

(2)

By Fidelity if First Federal fails to perform in any material respect any of First Federal’s obligations under this Agreement, and such failure has continued without cure for a period of fifteen (15) days after notice; or

(3)

By either Party in the event that any court or other tribunal of competent jurisdiction shall have entered an injunction permanently restraining, enjoining or otherwise prohibiting the consummation of transactions contemplated by this Agreement and such injunction shall have become final and non-appealable.

(4)

By First Federal pursuant to Section 9.11.

(e)

By First Federal if any one of the persons set forth on Schedule 5.6 fails to enter into an Employment Agreement with First Federal.

(a)

Pending Closing.  All information received by First Federal or its representatives pursuant to this Agreement shall be kept strictly confidential and is subject to the Non-Disclosure Agreement, dated November 3, 2025, between First Federal and Fidelity.

(b)

Post-Closing.  After the Closing, neither Fidelity nor Fidelity’s Affiliates, shall at any time use or disclose to or for the benefit of any Person other than First Federal, any confidential information, knowledge or data included in the Purchased Assets (including information relating to accounts, financial dealings, transactions, trade secrets, intangibles, customer lists, pricing lists, processes, plans and proposals), whether or not marked or otherwise identified as confidential or secret (the “Confidential Information”). In the event that Fidelity or any of its Affiliates are requested or required (by oral question or request for information or documents in any legal proceeding, interrogatories, subpoena, civil investigative demand or similar process) to disclose any Confidential Information, Fidelity shall notify First Federal promptly of the request or requirement so that First Federal may seek an appropriate protective order or waive compliance with the provisions of this Section 9.1(b). If, in the absence of a protective order or the receipt of a waiver under this Section 9.1(b), Fidelity is, on the advice of counsel, compelled to disclose any Confidential Information or else stand liable for contempt, Fidelity may disclose the Confidential Information; provided, however, that it shall use its reasonable efforts to obtain, at the reasonable request and expense of First Federal, an order or such assurance that confidential treatment shall be accorded to such portion of the Confidential Information required to be disclosed as First Federal shall designate. The foregoing covenant shall not apply to (a) any information that has been made public (other than through breach of the provisions of this Agreement) or (b) any disclosure to the extent that it is required by applicable Law (provided that, if the disclosure is as the result of a legal proceeding or other similar process described above, the required protective procedures as contemplated above are followed). Upon consummation of the transactions contemplated herein,

(a)

Nothing in this Agreement, whether express or implied, is intended to confer any benefit, right or remedy under or by reason of this Agreement on any Persons other than the Parties and their respective successors and permitted assigns, nor is anything in this Agreement intended to relieve or discharge the obligation or liability of any other Person to any Party, nor shall any provision give any other Person any right of subrogation or action over or against any Party.

(b)

Nothing in this Agreement in any way modifies or otherwise limits the rights or remedies available to any of the Parties with regard to a claim of fraud.

(a)

“Acquisition Proposal” means any proposal or offer, other than a proposal by First Federal or any of its Affiliates, for a merger, consolidation, exchange of capital stock or other business combination involving the Mortgage Division.

(b)

“Adverse Consequences” means all direct charges, claims, demands, damages, dues, diminution of value, penalties, fines, amounts paid in settlement, Liabilities, Taxes, losses, costs, expenses and fees, including court costs and reasonable attorneys’ fees and expenses.

(c)

“Affiliate” of any Person means any Person directly or indirectly controlling, controlled by or under common control with such Person or related by blood, marriage or adoption to such Person.

(d)

“Applicable Requirements” means and includes, as of the time of reference, with respect to the origination, servicing, insuring, purchase, sale or filing of claims in connection with Mortgage Loans, all of the following: (i) all contractual obligations of Fidelity, including any contained in a Mortgage Loan document or in an Investor Agreement, (ii) applicable Laws binding upon Fidelity, and (iii) all other applicable requirements, handbooks, manuals, guidebooks and guidelines of each Authority having jurisdiction and of any Investor.

(e)

“Authority” means any United States federal, state, local or foreign court or governmental or regulatory agency or authority, or any multinational or organizational body.

(f)

“Business Day” means any day other than a Saturday, a Sunday or any other day on which federal savings banks are required to be closed.

(g)

“Cause” means:  (a) the deliberate and continued failure of an employee to substantially perform the employee’s duties and responsibilities; (b) the criminal felony conviction of, or a plea of guilty or nolo contendere by, an employee; (c) the material violation of First Federal

(h)

“Closed but Not Yet Sold Mortgage Loans” means, as of the Business Day immediately prior to the Closing Date, all Mortgage Loans that have been closed by the Mortgage Division but have not yet been sold to Fidelity’s Investors.

(i)

“Code” means the Internal Revenue Code.

(j)

“Employee” means any individual employed by Fidelity that is listed on the attached Schedule 10.1(j). For the avoidance of doubt, Schedule 10.1(j) shall not include employees who customarily perform functions for various business units and divisions of Fidelity, such as accounting, IT and other staff functions.

(k)

“Employee Benefit Plan” means any (i) nonqualified pension, profit sharing, deferred compensation, stock purchase, stock option, incentive, bonus, severance, retirement or other type of employee benefit plan, program, policy or arrangement, whether or not an Employee Pension Benefit Plan (as defined in Section 3(2) of ERISA); (ii) qualified defined contribution retirement plan or arrangement which is an Employee Pension Benefit Plan; (iii) qualified defined benefit retirement plan or arrangement which is an Employee Pension Benefit Plan (including any Multiemployer Plan); or (iv) Employee Welfare Benefit Plan (as defined in Section 3(1) of ERISA) or fringe benefit plan, program or arrangement.

(l)

“Encompass Data Processing Contract” means the Order Form and Master Services Agreement dated August 19, 2024 between Fidelity and Ellie Mae, Inc.

(m)

“Encompass System” means the electronic data processing system used by the Mortgage Division while owned by Fidelity for the loan applications, withdrawn loan applications, denied loan applications and closed loans under the Encompass Data Processing Contract.

(n)

“Environmental Law” means any Law concerning pollution or protection of the environment or human health and safety, including any Law relating to emissions, discharges, releases or threatened releases of a Hazardous Substance into the air, surface water, ground water or lands or otherwise relating to the generation, manufacture, processing, distribution, use, treatment, holding, storage, disposal, transport or handling of a Hazardous Substance.

(o)

“Environmental Permits” means all permits and other similar authorizations of Authorities relating to or required by any Environmental Law.

(p)

“ERISA” means the Employee Retirement Income Security Act of 1974, as amended.

(q)

“GAAP” means generally accepted accounting principles for financial reporting in the United States as in effect from time to time.

(r)

“Hazardous Substance” means any pollutant, contaminant, waste or chemical or any industrial, toxic, radioactive, ignitable, corrosive, reactive or otherwise hazardous substance, waste or material, or any substance, waste or material having any constituent elements displaying any of the foregoing characteristics, including petroleum, its derivatives, by-products and other hydrocarbons, and any substance, waste or material regulated under any Environmental Law.

(s)

“Indebtedness” with respect to any Person means: (a) all indebtedness of such Person for borrowed money amounts payable under debt or like instruments, including outstanding promissory notes or letter of credit facilities; (b) all obligations of such Person under conditional sale or other title retention agreements relating to property or assets purchased by such Person; (c) all obligations of such Person issued or assumed as the deferred purchase price of property or services (other than current trade payables incurred in the ordinary course of business consistent with past practice); (d) all indebtedness of any other Person with respect to borrowed money, notes payable or amounts outstanding under letter of credit facilities which amounts are secured by (or for which the holder of such indebtedness has an existing right, contingent or otherwise, to be secured by) any Lien on property or assets owned by such Person, whether or not the obligations secured thereby have been assumed; (e) all guarantees, whether direct or indirect, by such Person of indebtedness of any other Person with respect to borrowed money, notes payable or amounts outstanding under letter of credit facilities; (f) all capital lease obligations that have or should have been capitalized in accordance with GAAP; (g) deferred rent obligations; and (h) in the event of any swap agreements being terminated on the date Indebtedness of such Person is being determined, all net payments that such Person has to make as a result of such early termination.

(t)

“Independent Accounting Firm” means a national or regional independent accounting firm as mutually agreed by Fidelity and First Federal that has not provided services to either Party within the past five (5) years.

(u)

“Intellectual Property” means all intellectual property and other intangible assets including all rights associated there within and rights, whether registered or unregistered and whether common law or statutory, including without limitation (a) all U.S. and foreign patents, patent applications, patent disclosures, provisional patents, petty patents, utility models, invention disclosures and other rights of invention worldwide, and all related continuations, continuations-in-part, divisionals, reissues, re-examinations, substitutions, extensions and renewals thereof, and any counterparts claiming priority therefrom, (b) all Trademarks, certification marks, Internet domain name registrations, identifying symbols (including Twitter handles and other insignia used in social media), or product names, whether registered or unregistered, and all common law rights, applications and registrations therefor, and all goodwill associated therewith, (c) all copyrights and copyrightable subject matter, mask works, and other rights of authorship and any moral rights related thereto, and all applications and registrations therefor, (d) rights in software, application programming interfaces, algorithms, databases, compilations and data, source codes, technology and documentation supporting the foregoing, (e) all (i) trade secrets and rights in confidential or proprietary information, (ii) know-how, discoveries, improvements, processes and procedures, formulae, and specifications for products, processes and services, (iii) financial, marketing and business data, pricing and cost information, business and marketing plans and technology roadmaps, (iv) proprietary lists of actual or potential licensors, licensees, suppliers, vendors, customers, distributors and business partners and related information and profiles, (v) all rights to use all of the foregoing and all other rights in, to, and under any of the foregoing; and (vi) all drawings, records, books, tangible or electronic embodiments or other indicia, however evidenced, of any of the foregoing, (f) all rights of publicity or similar rights, (g) rights in multimedia content, websites, designs. and (h) all applications and registrations for the foregoing, as each of the foregoing may exist anywhere in the world.

(v)

“Investor” means (a) with respect to Fidelity any Person or entity that has or may purchase Mortgage Loans from Fidelity pursuant to an Investor Agreement, and (b) with respect to First Federal, any potential purchaser of the Unlocked Pipeline Applications from First Federal.

(w)

“Investor Agreements” means any and all purchase agreements pursuant to which Fidelity has sold or may sell Mortgage Loans from time to time to an Investor.

(x)

“Knowledge of Fidelity,” “Fidelity’s Knowledge” or other similar phrases, means the actual knowledge of Chris Ferris, Randall Baker, and Todd Wanner, and Lisa Haley in each case after due inquiry, consistent with industry standards.

(y)

“Law” means any federal, state, local or municipal law or any constitution, statute, code, ordinance, principle of common law or other law (including any rule, regulation, injunction, judgment, order, decree or ruling thereunder or related thereto).

(z)

“Liability” and “Liabilities” means any liability, obligation, or Indebtedness of any kind, character or description (whether known or unknown, whether asserted or unasserted, whether absolute or contingent, whether accrued or unaccrued, whether disputed or undisputed, whether secured or unsecured, whether joint or several, whether vested or unvested, whether liquidated or unliquidated, whether due or to become due, or whether executory, determined, determinable, or otherwise).

(aa)

“Lien” means any charge, claim, equitable interest, community or other material property interest, security interest, conditional sale agreement, mortgage, indenture, deed of trust, security agreement, pledge, hypothecation, option, restriction, encroachment, easement, servitude, right of first refusal, condition or other lien, encumbrance or defect of title of any kind or nature; provided that “Lien” does not include the rights of the other Person or Persons to any contract, lease or license under the terms thereof.

(bb)

“Locked Pipeline Application Files” means, with respect to any Locked Pipeline Application, any books, records, written notes or memoranda, credit evaluations and other written documentation maintained by Fidelity with respect to the application, underwriting, processing or origination of such Locked Pipeline Application that is on the Encompass System.

(cc)

“Locked Pipeline Applications” means all applications in progress for Mortgage Loans to be made by Fidelity for which the interest has been locked as of the close of business on the Business Day immediately prior to the Closing Date, and expressly excludes the Unlocked Pipeline Applications.

(dd)

“Material Adverse Effect” means (i) with respect to Fidelity, any effect or change that would be materially adverse to the business, operations, condition (financial or otherwise), operating results or earnings of the Mortgage Division, and (ii) with respect to First Federal, any effect or change that would be materially adverse to the business, operations, condition (financial or otherwise), operating results or earnings of First Federal; provided, however, that none of the following shall be deemed to constitute or shall be taken into account in determining whether there has been a “Material Adverse Effect”: any event, circumstance, change or effect to the extent attributable to: (A) changes in the economy or financial or banking markets, including prevailing interest rates and market conditions, residential mortgage rates or the securities markets, including any disruption thereof and any decline in the price of any security or any market index, generally in the United States or any market as to which the pricing of residential asset-backed securities is tied or linked; (B) national or international political or social conditions, including the engagement

(ee)

“Mortgage Loan” means a one-to-four family residential loan secured by a mortgage on the related property which was originated with the intent to resell such loan on the secondary market.

(ff)

“Permitted Liens” means: any (a) liens for Taxes not yet due or payable or for Taxes that Fidelity is contesting in good faith through appropriate proceedings in a timely manner; (b) liens of landlords, carriers, warehousemen, workmen, repairmen, mechanics, materialmen and similar liens arising in the ordinary course of business and not incurred in connection with the borrowing of money; (c) restrictions, easements, covenants, reservations, rights of way or other similar matters of title; and (d) zoning ordinances, restrictions, prohibitions and other requirements imposed by any Authority, none of which materially interfere with the conduct of the Mortgage Division.

(gg)

“Person” means an individual, a corporation, a partnership, a limited liability company, an association, a joint venture, an Authority, a trust or any other entity or organization.

(hh)

“Tax” or “Taxes” means all federal, state, local or foreign income, gross receipts, license, employment, payroll, withholding, Social Security (or similar), unemployment, severance, premium, disability, excise, value‑added, accumulated earnings, windfall profit, net worth, alternative or add-on minimum, estimated, sales, use, transfer, registration, real property, stamp, environmental (including taxes under Code Section 59A), personal property, use and occupancy, business and occupation, maritime, mercantile, tariff, custom, duty, capital stock, franchise, gift or estate and all other taxes, fees, assessments, levies, tariffs, charges or duties of any kind, character, nature or description, including any interest, penalties or additions thereto.

(ii)

“Trademarks” means all trademarks, service marks, trade dress, logos, slogans, trade names and corporate names and rights in telephone numbers, together with all abbreviations, translations, adaptations, derivations and combinations thereof and including all goodwill associated therewith, and all applications and registrations and renewals in connection therewith.

(jj)

“Unlocked Pipeline Application Files” means, with respect to any Unlocked Pipeline Application, any books, records, written notes or memoranda, credit evaluations and other

(kk)

“Unlocked Pipeline Applications” means all applications in progress for Mortgage Loans to be made by Fidelity that have not been designated as price protected on Fidelity’s residential Mortgage Loan origination system and that are not committed to, or locked in prior to the Closing Date.